How to Form a New York LLC

By Bazal Razzaq

Chief Editor

Updated: September 15, 2023, 12:30pm

Editorial Note: We earn a commission if you use the services recommended on this page. Commissions do not affect our opinions or recommendations.

New York LLC

Looking for ways to file an LLC in New York? Well, look no further! Our step-by-step guide offers a detailed overview of the LLC formation process.

#1 Pick a name for your New York LLC

Before you officially begin forming your New York LLC, you need to select a name for your company. New York requires LLC names to be different from every other registered business entity’s name. You can check if your desired name is available on the Department of State Division of Corporations’s search database. You can also get an official confirmation indicating your chosen name is available. You simply need to submit a name search request in writing to the NY Department of State. The filing fee is $5. 

Also, there are many different naming requirements you need to follow, such as,

  • Most importantly, your chosen LLC name should indicate its limited liability status. It should have appropriate abbreviations like, 
  1. Limited Liability Company
  2. Limited Company
  3. LLC 
  4. LC.
  5. LC
  6. LLC(Most entrepreneurs stick with this one)
  • The name should have no vulgar, rude, or forbidden words as per the New York state regulations. 

  • It’s best to avoid using words like “board,” “trustee,” “insurance,” “State Department,” or any other term related to any government agency as they can restrict your LLC’s identity.

  • Also, avoid using words that might confuse people and make them think your company is something it’s really not, like a bank, corporation, FBI, or CIA.

  • Check that the name is not already used as a website domain to avoid trademark or legal issues.

  • Some terms like “lawyer,” “bank,” “credit union,” or “attorney” have special restrictions given their professional nature. If you do use them, you would have to provide additional documentation licensing to the New York state government.  

  • If your LLC intends to provide any professional services licensed by the New York Department of Financial and Professional Regulation, you need to use abbreviations like “Professional Limited Liability Company,” “PLLC,” or “P.L.L.C.”

  • Similarly, a worker cooperative should use terms like “Limited Worker Cooperative Association,” “LWCA,” or “L.W.C.A.”

Still confused? Here’s a list of New York’s complete naming rules. Before finally naming your LLC, you can go through it quickly to avoid any future rejections and lawsuits. 

Finally, if you have a unique and legally compliant name in mind but aren’t prepared to launch your business just yet, you always have the option to reserve it. To hold a name, you can file an Application for Reservation of Name with the New York Department of State Division of Corporations. The filing fee is $20 and the application needs to be filed by mail. Using the form above, you can reserve the name for up to 60 days.

Note: Please remember that you’re under no obligation to use your registered business name(one that’s mentioned in your Articles of Organization document) when doing business in the real world. You have the option to use a Trade Name or Fictitious Name, more popularly known as a DBA (doing business as). 

You can complete your DBA registration process by filing a Certificate of Assumed Name by postal mail. The filing fee is $20. 

#2 Create a business plan for your company

The next step in your New York LLC formation process should be creating the perfect business plan. While it’s not mandatory in New York, we’d still recommend drafting one in case of future fights, confusion, or misunderstanding between the members/owners of your LLC. 

Here’s an idea of what you can include in your New York LLC company plan,

1. A brief Introduction describing your business idea and its purpose.

2. A Market Analysis explaining your target market and competitors.

3. Your Products/Services and an in-depth summary of what you offer and how it solves customer needs.

4. A proper Marketing Strategy outlining how you’ll attract and retain customers.

5. Operations section describing how your LLC will run day-to-day.

6. Introduce key Team Members and their roles.

7. Your Financial Projections, including income, expenses, and projected profits.

8. A Funding section explaining how you’ll finance your business.

9. Your future Goals, which highlight clear short-term and long-term objectives.

10. Add any additional relevant information.

The more your business plan is structured and tailored to your specific business and industry, the better it is for your New York LLC. Remember that a well-mapped-out business plan helps you secure funding from investors and serves as a strategic tool to guide your LLC toward financial success.

#3 Elect a registered agent for your LLC

The next but the most important step out of all is to assign a registered agent for your New York LLC. A registered agent/office is a service/individual/entity authorized to receive and accept all important and official documentation and notices like government correspondence, tax forms, and lawsuit notices.

You usually have the following options for an agent,

  • Be your own registered agent.

  • Another business entity.

  • Hire a registered agent service.

  • An individual within the company(manager/employee/member)

  • An Attorney, lawyer, or legal facility.

Typically, the only requirements to be an agent in New York are,

  1. The registered agent must be a resident of the State or a business entity authorized to conduct business in the State.

  2. They should be 18 years of age or older.

  3. The agent must have a physical street address in New York.

  4. They should be available during normal business hours(9 AM to 5 PM) to accept official mail, legal documents, and other important notices for your business.

  5. They should provide written consent to act as your registered agent. 

Remember that a Registered Agent is also known as

  1. Statutory Agent
  2. Resident Agent
  3. Agent for Service of Process

So the next time a form or notice contains the above terms, there’s no reason to get confused. 

#4 Prepare and file your Articles of Organization report with the Secretary of State

To formally register your LLC in New York, you need to submit your Form DOS 1336-f: Articles of Organization to the New York Department of State. This document is basically a legal document that lays out and registers all the basic information about your LLC. 

Some details you can include in your form are,

1. Name of your LLC.

2. Address of main office.

3. Purpose of the LLC.

4. Start date.

5. Duration (ongoing or limited).

6. Effective date of articles.

7. Registered agent’s name and address.

8. Duration type (perpetual or specific).

9. Initial manager/member info.

10. Management Structure: whether member-managed or manager-managed?

11. Organizer’s details and signatures.

You have the option to file online, or download the form and then submit it to the address mentioned below:

Filing Address:

Department of State Division of Corporations

State Records and Uniform Commercial Code

One Commerce Plaza

99 Washington Ave.

Albany, NY 12231

Fax: 518-474-1418

The filing fee is $200, payable to the Department of State. Remember that all the tax filings should include a Credit Card/Debit Card Authorization form.

#5 Follow New York’s Publication Requirements

Once you’ve filed your Articles of Organization document, you can then move on to fulfilling the state’s publishing requirements. Within 120 days of filing your articles document, you need to publish notices of your LLC’s formation in two newspapers. Both newspapers need to be designated by the county clerk of the county in which the office of the LLC is formed, as mentioned in the articles of organization form. 

After publication, the printer or publisher of both newspapers will provide you with an “affidavit of publication”. Then, you need to submit a certificate of Publication, with the affidavits of publication of the newspapers attached, to the New York Department of State, Division of Corporations. The filing fee for the Certificate of Publication is $50.

#6 Apply for an EIN(employer identification number) with the IRS

Your next step should be obtaining an EIN from the Internal Revenue Service(IRS) for your Illinois LLC. It’s a unique nine-digit number and is quite similar to the Social Security number(SSN). It’s used to identify a business for taxation purposes and keep track of your business’s tax reporting.

 You need it if your LLC plans on,

  • Hiring employees

  • Opening professional business bank accounts

  • Applying for business licenses and permits

  • Meeting federal and state tax obligations

  • And generally smoothly conducting day-to-day business operations

You can get one from the IRS website for free, or download the form and then mail it to the address below:

Internal Revenue Service

Attn: EIN Operation

Cincinnati, OH 45999 

Fax: (855) 641-6935

The whole process is free of charge.

#7 Draft an Operating Agreement

Unlike most states in the U.S., all LLCs in NY need to draft a written operating agreement, as mentioned in Section 417 of the state’s LLC laws. An operating agreement is basically a legal document that outlines the internal structure, operations, and management of an LLC. 

It explains how important decisions will be made, what ideally should be done in the face of a crisis, and how the daily operations of the business will go about. A well-drafted agreement also helps establish the roles, rights, responsibilities, and relationships between the members/owners, as well as the rules for the company’s governance.

You should consider creating one for your LLC’s better future and health. 

Generally, you can include the following information in your LLC 

Operating Agreement:

1. Organization: Outline how the LLC is formed, its name, and its purpose.

2. Membership: Define who the members/owners are and their ownership percentages.

3. Management: Explain how the LLC will be managed – member-managed or manager-managed.

4. Roles and Responsibilities: Detail the duties and powers of members/owners, employees, and managers.

5. Capital Contributions: Describe how much each member invests and the ownership structure.

6. Profit and Loss Allocation: Specify how profits and losses are divided among the members/owners.

7. Meetings and Voting: Outline procedures for decision-making and member meetings.

8. Transfer of Ownership: State rules for transferring ownership interests.

9. Dissolution: Describe the process if the LLC closes down or is dissolved.

10. Dispute Resolution: Include mechanisms to resolve disputes among members.

11. Amendments: Explain how the agreement can be changed in the future.

12. Governing Law: Specify which state’s laws govern the agreement.

Remember that an amazing agreement can be a valuable resource in case of disputes or legal mess, and if there’s no agreement in place, the courts will base the judgment on the state regulations, which may not always align with what’s best for the LLC and its members/owners.

#8 Pay the Annual Fee

Keep in mind that all LLCs in New York that are taxed as a disregarded entity or as a partnership are obligated to pay an annual filing fee. The total amount depends on your LLC’s gross income for the preceding tax year. 

The minimum cost is $25, and the maximum goes up to $4,500. All the payments are due by the 15th day of the third month following the close of the tax year. 

You can also check the filing fee table that’s available on the Department of Taxation and Finance webpage.

Additionally, LLCs that are taxed as corporations don’t have to pay this tax.

#9 Submit your Statement of Information(biennial report)

In the State of New York, all LLCs are required to file a biennial statement with the New York Department of State. The biennial report should be filed every two years and is meant to update information about your company.

These biennial statements are due every second year by the end of your LLC’s formation month. You can file your biennial statement online for a filing fee of $9. If for any reason whatsoever, your business is unable to file online, you can request a paper form by emailing at corporations@dos.ny.gov.

Final Word

Finally, after forming your New York LLC, don’t sit back and relax just yet but instead, focus on properly complying with the state authorities. With a registered LLC, you can finally focus on complying with the following regulations,

  1. File a Certificate of Correction with $60 to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231, in case of any errors or incorrections.  

  2. Get needed permits and licenses, like health or zoning permits and pro licenses.

  3. Register with the State’s tax agency.

  4. Open a business bank account.

  5. Get a business credit card.

  6. Buy business insurance.

  7. Safeguard your name and logo with a trademark.

Also, when hiring employees for your LLC, you need to follow these steps:

  1. Confirm their eligibility to work in the US.

  2. Report them as “new hires” to the State.

  3. Provide workers’ compensation insurance for your employees.

  4. Withhold employee taxes.

  5. Display workplace compliance posters visibly in your workspace.

And that’s a wrap! That was all you needed to know before finally forming an LLC in New York.

 

Frequently Asked Questions​

An LLC, or Limited Liability Company, is a popular business structure that offers personal liability protection and flexibility in management. In New York, it’s a common choice because it combines the liability protection of a corporation with the simplicity and tax benefits of a sole proprietorship or partnership.

A Registered Agent is a person or entity responsible for receiving legal documents on behalf of your LLC. In New York, you are required to have a Registered Agent with a physical address in the State to receive important notices and legal documents.

The steps to start an LLC in New York include:

  • Choose a unique business name.
  • Appoint a registered agent.
  • File a Certificate of Formation with the New York Secretary of State.
  • Follow New York’s Publication Requirements
  • Create an operating agreement.
  • Obtain an Employer Identification Number (EIN) from the IRS.
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